PREAMBLE
These Terms and Conditions constitute valid legal evidence that THE PARTIES have agreed to cooperate in the marketing and sales of ZAHIR ERP software.

ARTICLE 1
Purpose and Objective

The purpose of this Cooperation is to market, sell, and implement PT Zahir Internasional’s products and services produced by the FIRST PARTY to companies that are clients of the SECOND PARTY by utilizing the respective potential of each party.

ARTICLE 2
Scope of Cooperation

  1. The selling price of the Products shall be determined by the FIRST PARTY.
  2. The FIRST PARTY is obligated to pay a fee of 20% (Twenty Percent) of the product price provided that the SECOND PARTY successfully sells Zahir ERP Products to the SECOND PARTY’s clients.
  3. The SECOND PARTY will receive general training regarding Zahir ERP products along with marketing tools to facilitate the initial presentation process to prospective Zahir ERP clients from the SECOND PARTY.
  4. The FIRST PARTY grants the opportunity/priority to the SECOND PARTY to market Zahir ERP products in regions where the SECOND PARTY’s branch offices are located.
  5. The FIRST PARTY requires the SECOND PARTY to participate in the Zahir ERP Expert program, where the SECOND PARTY will receive full training covering all modules available in the Zahir ERP system until capable of performing setup, implementation, and Zahir ERP training for the SECOND PARTY’s clients.
  6. The Zahir ERP Expert Program requires a fee of IDR 70,000,000.00 (Seventy Million Rupiah) for 1 implementor, 1 setup specialist, and 1 trainer. The additional fee per person is IDR 20,000,000.00 (Twenty Million Rupiah).
  7. If the SECOND PARTY participates in the Zahir ERP – Silver Partnership program, the price for implementation, setup, and training provided to prospective ERP clients shall be determined by the SECOND PARTY.
  8. Sales commission fees will be disbursed by the FIRST PARTY to the SECOND PARTY after payment from the SECOND PARTY’s client to the FIRST PARTY has been completed.

ARTICLE 3
Term of Cooperation
This cooperation shall remain valid for 1 (one) year starting from the approval of these terms and conditions by the SECOND PARTY.

ARTICLE 4
Confidentiality

THE PARTIES agree that each party possesses trade secrets, business confidential information, know-how, and processes (collectively referred to as “CONFIDENTIAL INFORMATION”), whether or not marked as confidential, oral or written (in electronic form or otherwise). In this regard, each party is strictly prohibited from disclosing said CONFIDENTIAL INFORMATION to any third party, except as required by applicable laws and regulations or with prior written consent from the other party. All CONFIDENTIAL INFORMATION shall be treated as confidential by THE PARTIES under all circumstances until such time that the other party can prove that such information is no longer confidential.

ARTICLE 5
Dispute Resolution

  1. In the event of a dispute or difference of interpretation arising out of or in connection with this mutual agreement, the parties shall make every effort to resolve such dispute or interpretation amicably. To this end, The Parties shall consult and negotiate in good faith for their mutual benefit to achieve a fair and satisfactory resolution.
  2. If within 30 (thirty) days from the issuance of a complaint The Parties are unable to reach a resolution, all disputes and differences in interpretation shall be unilaterally decided by the FIRST PARTY, meaning that the FIRST PARTY may unilaterally terminate the Partnership cooperation with the SECOND PARTY without any claims or demands whatsoever from the SECOND PARTY.

ARTICLE 6
Closing Provisions

  1. Regarding any issues arising in the future, efforts will be made to resolve them through mutual deliberation, consensus, and an amicable manner.
  2. Any other matters not yet regulated in these terms & conditions shall be governed in additional rules that form an integral and inseparable part of these terms & conditions.
  3. If at a later date there are errors, mistakes, or circumstances that render these terms & conditions no longer applicable/suitable, proper rectifications shall be made accordingly.
  4. These Terms & Conditions are considered legally valid after being approved by the prospective partner and submitted to the FIRST PARTY.
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